exhibiti42.htm


     

    
      

      

    

    EXECUTION COPY

      
        	
                 
      

              	
                $700,000,000

              


      

      


       

      PLY
GEM INDUSTRIES, INC.

       

      11.75%
Senior Secured Notes due 2013

      


      REGISTRATION RIGHTS
AGREEMENT

       

       June
9, 2008

       

      Credit
Suisse Securities (USA) LLC

      UBS
Securities LLC

      As
Representatives of the Several Initial Purchasers

      c/o
Credit Suisse Securities (USA) LLC (“Credit Suisse”)

      
        Eleven
Madison Avenue

        New York,
New York 10010-3629

         

      

       

      Dear
Sirs:

       

      Ply Gem
Industries, Inc., a Delaware corporation (the “Company”), proposes to issue
and sell to Credit Suisse Securities (USA) LLC, and UBS Securities LLC, as
representatives of the Initial Purchasers (collectively, the “Initial Purchasers”), upon the
terms set forth in a purchase agreement dated as of June 2, 2008 (the “Purchase Agreement”),
$700,000,000 aggregate principal amount of its 11.75% Senior Secured Notes due
2013 (the “Initial
Securities”) to be unconditionally guaranteed on a senior secured basis
by Ply Gem Holdings, Inc. (“Holdings”) and the entities
designated as guarantors in Schedule B to the Purchase Agreement (the
“Subsidiary Guarantors”
and, together with Holdings, the “Guarantors”).  The
Initial Securities will be issued pursuant to an indenture, dated of even date
herewith, among the Company, the Holdings, the Subsidiary Guarantors and U.S.
Bank National Association, as trustee (the “Trustee”) (the “Indenture”).  As an
inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company agrees with the Initial Purchasers, for the benefit of the holders of
the Initial Securities (including the Initial Purchasers), the Exchange
Securities (as defined below) and the Private Exchange Securities (as defined
below) (collectively, the “Holders”), as
follows:

       

      1. Registered Exchange
Offer.  Unless not permitted by applicable law (after the
Company has complied with the ultimate paragraph of this Section 1), the Company
and the Guarantors shall prepare and, not later than 180 days (or if the 180th
day is not a business day, the first business day thereafter) (such 180th day or
first business day thereafter being an “Exchange Offer Filing
Deadline”) after the date on which the Initial Securities are first
issued (the “Issue
Date”), file with the Securities and Exchange Commission (the “Commission”) a registration
statement (the “Exchange Offer
Registration Statement”) on an appropriate form under the Securities Act
of 1933, as amended (the “Securities Act”), with respect
to a proposed offer (the “Registered Exchange Offer”) to
the Holders of Transfer Restricted Securities (as defined in Section 6(d)
hereof), who are not prohibited by any law or policy of the Commission from
participating in the Registered Exchange Offer, to issue and deliver to such
Holders, in exchange for the Initial Securities, a like aggregate principal
amount of debt securities (the

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      “Exchange Securities”) of the
Company issued under the Indenture identical in all material respects to the
Initial Securities (except for the transfer restrictions relating to the Initial
Securities and the provisions relating to the matters in Section 6 hereof) and
that would be registered under the Securities Act.  The Company and
the Guarantors shall use their commercially reasonable efforts to (i) cause
such Exchange Offer Registration Statement to become effective under the
Securities Act within 240 days after the Closing Date (or if the 240th day is
not a business day, the first business day thereafter) (such 240th (or first
business day thereafter) day being an “Effectiveness Deadline”) and
(ii) keep the Exchange Offer Registration Statement effective for not less
than 30 days (or longer, if required by applicable law) after the date
notice of the Registered Exchange Offer is mailed to the Holders (such period
being called the “Exchange
Offer Registration Period”).

       

      If the
Company commences the Registered Exchange Offer, the Company on behalf of itself
and the Guarantors, (i) will be entitled to consummate the Registered
Exchange Offer 30 days after such commencement (provided that the Company
has accepted all the Initial Securities theretofore validly tendered in
accordance with the terms of the Registered Exchange Offer) and (ii) shall
use commercially reasonable efforts to consummate the Registered Exchange Offer
no later than 40 days (or longer if required by applicable law) after the
date on which the Exchange Offer Registration Statement is declared effective
(or if the 40th day is not a business day, the first business day thereafter),
but in any event no later than 280 days after the Closing Date (such 280th (or
longer if required by applicable law) day being the “Consummation Deadline”) by the
Commission.

       

      Following
the declaration of the effectiveness of the Exchange Offer Registration
Statement, the Company on behalf of itself and the Guarantors shall promptly
commence the Registered Exchange Offer, it being the objective of such
Registered Exchange Offer to enable each Holder of Transfer Restricted
Securities (as defined in Section 6(d) hereof) electing to exchange the
Initial Securities for Exchange Securities (assuming that such Holder is not an
affiliate of the Company or the Guarantors within the meaning of the Securities
Act, acquires the Exchange Securities in the ordinary course of such Holder’s
business and has no arrangements with any person to participate in the
distribution of the Exchange Securities and is not prohibited by any law or
policy of the Commission from participating in the Registered Exchange Offer) to
trade such Exchange Securities from and after their receipt without any
limitations or restrictions under the Securities Act and without material
restrictions under the securities laws of the several states of the United
States.

       

      The
Company and the Guarantors acknowledge that, pursuant to current interpretations
by the Commission’s staff of Section 5 of the Securities Act, in the
absence of an applicable exemption therefrom, (i) each Holder which is a
broker-dealer electing to exchange Initial Securities, acquired for its own
account as a result of market making activities or other trading activities, for
Exchange Securities (an “Exchanging Dealer”), is
required to deliver a prospectus containing the information set forth in
(a) Annex A hereto on the cover of such prospectus, (b) Annex B hereto
in the “Exchange Offer Procedures” section and the “Purpose of the Exchange
Offer” section of such prospectus, and (c) Annex C hereto in the “Plan of
Distribution” section of such prospectus in connection with a sale of any such
Exchange Securities received by such Exchanging Dealer pursuant to the
Registered Exchange Offer and (ii) an Initial Purchaser that elects to sell
Exchange Securities acquired in exchange for Initial Securities
constituting any portion of an unsold allotment, the Initial Purchaser is
required to deliver a prospectus containing the information required by Items
507 or 508 of Regulation S-K under the Securities Act, as applicable, in
connection with such sale.

         

      

       

      
        
           


        

        
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      The
Company and the Guarantors shall use their commercially reasonable efforts to
keep the Exchange Offer Registration Statement effective and to amend and
supplement the prospectus contained therein, in order to permit such prospectus
to be lawfully delivered by all persons subject to the prospectus delivery
requirements of the Securities Act for such period of time as such persons must
comply with such requirements in order to resell the Exchange Securities;
provided, however, that (i) in the case where such prospectus and any
amendment or supplement thereto must be delivered by an Exchanging Dealer or an
Initial Purchaser, such period shall be the lesser of 180 days and the date
on which all Exchanging Dealers and the Initial Purchasers have sold all
Exchange Securities held by them (unless such period is extended pursuant to
Section 3(j) below) and (ii) the Company and the Guarantors shall make
such prospectus and any amendment or supplement thereto available to any
broker-dealer for use in connection with any resale of any Exchange Securities
for a period of not less than 180 days after the consummation of the Registered
Exchange Offer.

       

      If, upon
consummation of the Registered Exchange Offer, any Initial Purchaser holds
Initial Securities acquired by it as part of its initial distribution, the
Company, on behalf of itself and the Guarantors and simultaneously with the
delivery of the Exchange Securities pursuant to the Registered Exchange Offer,
shall issue and deliver to such Initial Purchaser upon the written request of
such Initial Purchaser, in exchange (the “Private Exchange”) for the
Initial Securities held by such Initial Purchaser, a like principal amount of
debt securities of the Company issued under the Indenture and identical in all
material respects (including the existence of restrictions on transfer under the
Securities Act and the securities laws of the several states of the United
States, but excluding provisions relating to the matters described in Section 6
hereof) to the Initial Securities (the “Private Exchange
Securities”).  The Initial Securities, the Exchange Securities
and the Private Exchange Securities are herein collectively called the “Securities”.

       

      In
connection with the Registered Exchange Offer, the Company on behalf of itself
and the Guarantors shall:

       

      (a) mail to
each Holder a copy of the prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;

       

      (b) keep the
Registered Exchange Offer open for not less than 30 days (or longer, if
required by applicable law) after the date notice thereof is mailed to the
Holders;

       

      (c) utilize
the services of a depositary for the Registered Exchange Offer, which may be the
Trustee or an affiliate of the Trustee;

       

      (d) permit
Holders to withdraw tendered Securities at any time prior to the close of
business, New York time, on the last business day on which the Registered
Exchange Offer shall remain open; and

       

      (e) otherwise
comply in all material respects with all applicable laws.

       


      
        
           


        

        
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          As soon
as practicable after the close of the Registered Exchange Offer or the Private
Exchange, as the case may be, the Company shall:

           

          (x)  accept
for exchange all the Securities validly tendered and not withdrawn pursuant to
the Registered Exchange Offer and the Private Exchange;

           

          (y)  deliver
to the Trustee for cancellation all the Initial Securities so accepted for
exchange; and

           

          (z)  cause
the Trustee to authenticate and deliver promptly to each Holder of the Initial
Securities, Exchange Securities or Private Exchange Securities, as the case may
be, equal in principal amount to the Initial Securities of such Holder so
accepted for exchange.

           

          The
Indenture will provide that the Exchange Securities will not be subject to the
transfer restrictions set forth in the Indenture and that all the Securities
will vote and consent together on all matters as one class and that none of the
Securities will have the right to vote or consent as a class separate from one
another on any matter.

           

          Interest
on each Exchange Security and Private Exchange Security issued pursuant to the
Registered Exchange Offer and in the Private Exchange will accrue from the last
interest payment date on which interest was paid on the Initial Securities
surrendered in exchange therefor or, if no interest has been paid on the Initial
Securities, from the date of original issue of the Initial
Securities.

           

          Each
Holder participating in the Registered Exchange Offer shall be required to
represent to the Company that at the time of the consummation of the Registered
Exchange Offer (i) any Exchange Securities received by such Holder have been
acquired in the ordinary course of business, (ii) such Holder has no
arrangements or understanding with any person to participate in the distribution
of the Securities or the Exchange Securities within the meaning of the
Securities Act, (iii) such Holder is not an “affiliate,” as defined in
Rule 405 of the Securities Act, of the Company or if it is an affiliate,
such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable, (iv) if such Holder
is not a broker-dealer, that it is not engaged in, and does not intend to engage
in, the distribution of the Exchange Securities and (v) if such Holder is a
broker-dealer, that it will receive Exchange Securities for its own account in
exchange for Initial Securities that were acquired as a result of market-making
activities or other trading activities and that it will acknowledge its
obligations to deliver a prospectus in connection with any resale of such
Exchange Securities.

           

          Notwithstanding
any other provisions hereof, the Company and the Guarantors will ensure that
(i) any Exchange Offer Registration Statement and any amendment thereto and
any prospectus forming part thereof and any supplement thereto complies in all
material respects with the Securities Act and the rules and regulations
thereunder, (ii) any Exchange Offer Registration Statement and any
amendment thereto does not, when it becomes effective, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading and
(iii) any prospectus forming part

        

      


      
        
           


        

        
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        of any
Exchange Offer Registration Statement, and any supplement to such prospectus,
does not include an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading.

         

        If
following the date hereof there has been announced a change in Commission policy
with respect to exchange offers that in the reasonable opinion of counsel to the
Company raises a substantial question as to whether the Registered Exchange
Offer is permitted by applicable federal law, the Company and the Guarantors
will seek a no-action letter or other favorable decision from the Commission
allowing the Company to consummate the Registered Exchange Offer.  The
Company and the Guarantors will pursue the issuance of such a decision to the
Commission staff level.  In connection with the foregoing, the Company
and the Guarantors will take all such other actions as may be requested by the
Commission or otherwise required in connection with the issuance of such
decision, including without limitation (i) participating in telephonic
conferences with the Commission, (ii) delivering to the Commission staff an
analysis prepared by counsel to the Company setting forth the legal bases, if
any, upon which such counsel has concluded that the Registered Exchange Offer
should be permitted and (iii) diligently pursuing a resolution (which need not
be favorable) by the Commission staff.

         

        1. Shelf
Registration.  If, (i) because of any change in law or in
applicable interpretations thereof by the staff of the Commission, the Company
is not permitted to effect a Registered Exchange Offer, as contemplated by
Section 1 hereof, (ii) the Registered Exchange Offer is not consummated by
the 240th day after the Issue Date (or if the 240th day is not a business day,
the first business day thereafter), (iii) any Initial Purchaser so requests
within 10 business days following the consummation of the Registered Exchange
Offer with respect to the Initial Securities (or the Private Exchange
Securities) not eligible to be exchanged for Exchange Securities in the
Registered Exchange Offer and held by it following consummation of the
Registered Exchange Offer or (iv) any Holder (other than an Exchanging
Dealer) notifies the Company within 10 business days following consummation of
the Registered Exchange Offer that such Holder is not eligible to participate in
the Registered Exchange Offer or such Holder may not resell the Exchange Notes
acquired by it in the Registered Exchange Offer to the public without delivering
a prospectus and the prospectus contained in the Exchange Offer Registration
Statement is not appropriate or available for such resales by such Holder; or
such Holder is a broker-dealer and holds Initial Securities that are part of an
unsold allotment from the original sale of the Initial Securities, the Company
and the Guarantors shall take the following actions (the date on which any of
the conditions described in the foregoing clauses (i) through (iv) occur,
including in the case of clauses (iii) or (iv) the receipt of the required
notice, being a “Trigger
Date”):

         

        (a) The
Company and the Guarantors shall, at their cost, as promptly (but in no event
more than 180 days after the Trigger Date (or if the 180th day is not a business
day, the first business day thereafter) (such 180th day being a “Shelf
Registration Statement Filing Deadline”, together with the Exchange Offer Filing
Deadline, each, a “Filing
Deadline”) file with the Commission and thereafter (i) in the case of
Section 2(i) above, use their commercially reasonable efforts to cause to be
declared effective (unless it becomes effective automatically upon filing) on or
prior to the 240th calendar day following the Issue Date and (ii) in the case of
Section 2(ii) through 2(iv) above, use its

         

      


      
        
           


        

        
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      commercially
reasonable efforts to cause to be declared effective (unless it becomes
effective automatically upon filing) on or prior to the 60th day after the Shelf
Registration Statement Filing Deadline (each of such days being an “Effectiveness Deadline”) a
registration statement (the “Shelf Registration Statement”
and, together with the Exchange Offer Registration Statement, a “Registration Statement”) on an
appropriate form under the Securities Act relating to the offer and sale of the
Transfer Restricted Securities (as defined in Section 6(d) hereof) by the
Holders thereof from time to time in accordance with the methods of distribution
set forth in the Shelf Registration Statement and Rule 415 under the Securities
Act (hereinafter, the “Shelf
Registration”); provided, however, that no Holder (other than an Initial
Purchaser) shall be entitled to have the Securities held by it covered by such
Shelf Registration Statement unless such Holder agrees in writing to be bound by
all the provisions of this Agreement applicable to such Holder.

       

      
        (b) The
Company and the Guarantors shall use their commercially reasonable efforts to
keep the Shelf Registration Statement continuously effective in order to permit
the prospectus included therein to be lawfully delivered by the Holders of the
relevant Securities, for a period of one year (or for such longer period if
extended pursuant to Section 3(j) below) from the effective date of the
Shelf Registration Statement or such shorter period that will terminate when all
the Securities covered by the Shelf Registration Statement (i) have been
sold pursuant thereto or (ii) are no longer restricted securities (as
defined in Rule 144 under the Securities Act, or any successor rule thereof) or
are saleable pursuant to Rule 144(d) (the “Shelf Registration
Period”).  Except as provided elsewhere in this Agreement, the
Company and the Guarantors shall be deemed not to have used their commercially
reasonable efforts to keep the Shelf Registration Statement effective during the
requisite period if they voluntarily take any action that would result in
Holders of Securities covered thereby not being able to offer and sell such
Securities during that period, unless such action is required by applicable
law.

         

      

       

      
        (c) Notwithstanding
any other provisions of this Agreement to the contrary, the Company and the
Guarantors shall cause the Shelf Registration Statement and the related
prospectus and any amendment or supplement thereto, as of the effective date of
the Shelf Registration Statement, amendment or supplement, (i) to comply in
all material respects with the applicable requirements of the Securities Act and
the rules and regulations of the Commission and (ii) not to contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary in order to make the statements therein, in light
of the circumstances under which they were made, not misleading.

         

      

       

      3. Registration
Procedures.  In connection with any Shelf Registration
contemplated by Section 2 hereof and, to the extent applicable, any
Registered Exchange Offer contemplated by Section 1 hereof, the following
provisions shall apply:

       

      
        (a) The
Company and the Guarantors shall, at their cost, as promptly (but in no event
more than 180 days after the Trigger Date (or if the 180th day is not a business
day, the first business day thereafter) (such 180th day being a “Shelf
Registration Statement Filing Deadline”, together with the Exchange Offer Filing
Deadline, each, a “Filing
Deadline”) file with the Commission and thereafter (i) in the case of
Section 2(i) above, use their commercially reasonable efforts to cause to be
declared effective (unless it becomes effective automatically upon filing) on or
prior to the 240th calendar day following the Issue Date and (ii) in the case of
Section 2(ii) through 2(iv) above, use its

         

      


      
        
           


        

        
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      allotment
from the original offering) is participating in the Registered Exchange Offer or
the Shelf Registration Statement, the Company and the Guarantors shall use their
commercially reasonable efforts to reflect in each such document, when so filed
with the Commission, such comments as such Initial Purchaser reasonably may
propose; (ii) include the information set forth in Annex A hereto on the
cover, in Annex B hereto in the “Exchange Offer Procedures” section and the
“Purpose of the Exchange Offer” section and in Annex C hereto in the “Plan of
Distribution” section of the prospectus forming a part of the Exchange Offer
Registration Statement and include the information set forth in Annex D hereto
in the Letter of Transmittal delivered pursuant to the Registered Exchange
Offer; (iii) if requested by an Initial Purchaser, include the information
required by Items 507 or 508 of Regulation S-K under the Securities Act, as
applicable, in the prospectus forming a part of the Exchange Offer Registration
Statement; (iv) include within the prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably
acceptable to the Initial Purchasers, which shall contain a summary statement of
the positions taken or policies made by the staff of the Commission with respect
to the potential “underwriter” status of any broker-dealer that is the
beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) of Exchange Securities received by such
broker-dealer in the Registered Exchange Offer (a “Participating Broker-Dealer”),
whether such positions or policies have been publicly disseminated by the staff
of the Commission or such positions or policies, in the reasonable judgment of
the Initial Purchasers based upon advice of counsel (which may be in-house
counsel), represent the prevailing views of the staff of the Commission; and (v)
in the case of a Shelf Registration Statement, include in the prospectus
included in the Shelf Registration Statement (or, if permitted by Commission
Rule 430B(b), in the prospectus supplement that becomes a part thereof pursuant
to Commission Rule 430B(f)) that is delivered to any Holder pursuant to Section
3(d) and (f) the names of the Holders who propose to sell Transfer Restricted
Securities pursuant to the Shelf Registration Statement as selling
securityholders; provided that such Holders have provided the Company with such
information prior to the filing of the Shelf Registration Statement or the
prospectus supplement, as applicable.

       

      (b) The
Company and the Guarantors shall give written notice to the Initial Purchasers,
the Holders of the Securities and, with respect to clauses (ii) through (v)
below, any Participating Broker-Dealer from whom the Company has received prior
written notice that it will be a Participating Broker-Dealer in the Registered
Exchange Offer (which notice pursuant to clauses (ii)-(v) hereof shall be
accompanied by an instruction to suspend the use of the prospectus until the
requisite changes have been made):

       

      (i) when the
Registration Statement or any amendment thereto has been filed with the
Commission and when the Registration Statement or any post-effective amendment
thereto has become effective;

       

      (ii) of any
request by the Commission for amendments or supplements to the Registration
Statement or the prospectus included therein or for additional
information;

       


      
        
           


        

        
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      (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of the
Registration Statement or the initiation of any proceedings for that purpose, of
the issuance by the Commission of a notification of objection to the use of the
form on which the Registration Statement has been filed, and of the happening of
any event that causes the Company to become an “ineligible issuer,” as defined
in Commission Rule 405;

       

      (iv) of the
receipt by the Company or its legal counsel of any notification with respect to
the suspension of the qualification of the Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose; and

       

      (v) of the
happening of any event that requires the Company to make changes in the
Registration Statement or the prospectus in order that the Registration
Statement or the prospectus do not contain an untrue statement of a material
fact nor omit to state a material fact required to be stated therein or
necessary to make the statements therein (in the case of the prospectus, in
light of the circumstances under which they were made) not
misleading.

       

      (c) The
Company and the Guarantors shall make every commercially reasonable effort to
obtain the withdrawal at the earliest possible time, of any order suspending the
effectiveness of the Registration Statement.

       

      (d) If not
otherwise available on the Commission’s Electronic Data Gathering, Analysis and
Retrieval (“EDGAR”)
System or similar system, upon the written request of a Holder of Securities
included within the coverage of the Shelf Registration, the Company and the
Guarantors shall furnish to such Holder, without charge, at least one copy of
the Shelf Registration Statement and any post-effective amendment or supplement
thereto, including financial statements and schedules, and, if such Holder so
requests in writing, all exhibits thereto (including those, if any, incorporated
by reference).  The Company and the Guarantors shall not, without the
prior consent of the Initial Purchasers, and each Initial Purchaser, Holder of
the Securities and Participant Broker-Dealer shall not, without the prior
written consent of the Company, make any offer relating to the Securities that
would constitute a “free writing prospectus”, as defined in Commission Rule
405.

       

      (e) If not
otherwise available on the Commission’s EDGAR System or similar system, upon the
request of an Initial Purchaser, Exchanging Dealer or Holder, the Company and
the Guarantors shall deliver to such Exchanging Dealer and such Initial
Purchaser, and to such Holder who so requests, without charge, at least one copy
of the Exchange Offer Registration Statement and any post-effective amendment
thereto, including financial statements and schedules, and, if any Initial
Purchaser or any such Holder requests, all exhibits thereto (including those
incorporated by reference).

       


      
        
           


        

        
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      (f) The
Company and the Guarantors shall, during the Shelf Registration Period, deliver
to each Holder of Securities included within the coverage of the Shelf
Registration, without charge, as many copies of the prospectus (including each
preliminary prospectus) included in the Shelf Registration Statement and any
amendment or supplement thereto as such person may reasonably
request.  The Company consents, subject to the provisions of this
Agreement, to the use of the prospectus or any amendment or supplement thereto
by each of the selling Holders of the Securities in connection with the offering
and sale of the Securities covered by the prospectus, or any amendment or
supplement thereto, included in the Shelf Registration Statement.

       

      (g) The
Company and the Guarantors shall deliver to each Initial Purchaser, any
Exchanging Dealer, any Participating Broker-Dealer and such other persons
required to deliver a prospectus following the Registered Exchange Offer,
without charge, as many copies of the final prospectus included in the Exchange
Offer Registration Statement and any amendment or supplement thereto as such
persons may reasonably request.  The Company consents, subject to the
provisions of this Agreement, to the use of the prospectus or any amendment or
supplement thereto by any Initial Purchaser, if necessary, any Participating
Broker-Dealer and such other persons required to deliver a prospectus following
the Registered Exchange Offer in connection with the offering and sale of the
Exchange Securities covered by the prospectus, or any amendment or supplement
thereto, included in such Exchange Offer Registration Statement.

       

      (h) Prior to
any public offering of the Securities pursuant to any Registration Statement,
the Company on behalf of itself and the Guarantors shall register or qualify or
cooperate with the Holders of the Securities included therein and their
respective counsel in connection with the registration or qualification of the
Securities for offer and sale under the securities or “blue sky” laws of such
states of the United States as any Holder of the Securities reasonably requests
in writing and do any and all other acts or things necessary or advisable to
enable the offer and sale in such jurisdictions of the Securities covered by
such Registration Statement; provided, however, that the Company shall not be
required to (i) qualify generally to do business in any jurisdiction where
it is not then so qualified or (ii) take any action which would subject it
to general service of process or to taxation in any jurisdiction where it is not
then so subject.

       

      (i) Unless
the Securities are in book-entry form, the Company and the Guarantors shall
cooperate with the Holders of the Securities to facilitate the timely
preparation and delivery of certificates representing the Securities to be sold
pursuant to any Registration Statement free of any restrictive legends
(consistent with the provisions of the Indenture) and in such denominations and
registered in such names as the Holders may request a reasonable period of time
prior to sales of the Securities pursuant to such Registration
Statement.

       

      (j) Upon the
occurrence of any event contemplated by paragraphs (ii) through (v) of
Section 3(b) above during the period for which the Company is required to
maintain an effective Registration Statement, the Company and the Guarantors
shall promptly prepare

       


      
        
           


        

        
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      and file
a post-effective amendment to the Registration Statement or a supplement to the
related prospectus and any other required document so that, as thereafter
delivered to Holders of the Securities or purchasers of Securities, the
prospectus will not contain an untrue statement of a material fact or omit to
state any material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  If the Company notifies the Initial Purchasers, the
Holders of the Securities and any known Participating Broker-Dealer in
accordance with paragraphs (ii) through (v) of Section 3(b) above to suspend the
use of the prospectus until the requisite changes to the prospectus have been
made, then the Initial Purchasers, the Holders of the Securities and any such
Participating Broker-Dealers shall suspend use of such prospectus (and shall
keep confidential the cause of such notice for so long as such cause is not
otherwise publicly known), and the period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by
the number of days from and including the date of the giving of such notice to
and including the date when the Initial Purchasers, the Holders of the
Securities and any known Participating Broker-Dealer shall have received such
amended or supplemented prospectus pursuant to this Section
3(j).  During the period during which the Company is required to
maintain an effective Shelf Registration Statement pursuant to this Agreement,
the Company and the Guarantors will, prior to the three-year expiration of that
Shelf Registration Statement, and use their commercially reasonable efforts to
cause to be declared effective (unless it becomes effective automatically upon
filing) within a period that avoids any interruption in the ability of Holders
of Securities covered by the expiring Shelf Registration Statement to make
registered dispositions, file a new registration statement relating to the
Securities, which shall be deemed the “Shelf Registration Statement” for
purposes of this Agreement; provided, however, in no event shall the Company and
the Guarantors be obligated to keep any Shelf Registration Statement effective
beyond the period as required by Section 2(b) of this Agreement as extended by
the number of days provided for in the second sentence of this Section
3(j).

       

      
        
          (k) Not later
than the effective date of the applicable Registration Statement, the Company
and the Guarantors will provide a CUSIP number for the Initial Securities, the
Exchange Securities or the Private Exchange Securities, as the case may be, and
provide the applicable trustee with printed certificates for the Initial
Securities, the Exchange Securities or the Private Exchange Securities, as the
case may be, in a form eligible for deposit with The Depository Trust
Company.

           

          (l) The
Company and the Guarantors will comply in all material respects with all rules
and regulations of the Commission to the extent and so long as they are
applicable to the Registered Exchange Offer or the Shelf Registration and will
make generally available to its security holders (or otherwise provide in
accordance with Section 11(a) of the Securities Act) an earnings statement
satisfying the provisions of Section 11(a) of the Securities Act, no later than
45 days after the end of a 12-month period (or 90 days, if such period is a
fiscal year) beginning with the first month of the Company’s first fiscal
quarter commencing after the effective date of the Registration Statement, which
statement shall cover such 12-month period.

           

        

         

      

       


      
        
           


        

        
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      (m) The
Company and the Guarantors shall cause the Indenture to be qualified under the
Trust Indenture Act of 1939, as amended, in a timely manner and containing such
changes, if any, as shall be necessary for such qualification.  In the
event that such qualification would require the appointment of a new trustee
under the Indenture, the Company and the Guarantors shall appoint a new trustee
thereunder pursuant to the applicable provisions of the Indenture.

       

      (n) The
Company may require each Holder of Securities to be sold pursuant to the Shelf
Registration Statement to furnish to the Company such information regarding the
Holder and the distribution of the Securities as the Company may from time to
time reasonably require for inclusion in the Shelf Registration Statement, and
the Company may exclude from such registration the Securities of any Holder that
unreasonably fails to furnish such information within a reasonable time after
receiving such request.

       

      (o) The
Company and the Guarantors shall enter into such customary agreements
(including, if requested, an underwriting agreement in customary form) and take
all such other action, if any, as any Holder of the Transfer Restricted
Securities shall reasonably request in order to facilitate the disposition of
the Transfer Restricted Securities pursuant to any Shelf
Registration.

       

      (p) In the
case of any Shelf Registration, the Company and the Guarantors, as applicable,
shall (i) make reasonably available for inspection by the Holders of the
Securities, any underwriter participating in any disposition pursuant to the
Shelf Registration Statement and any attorney, accountant or other agent
retained by the Holders of the Securities or any such underwriter all relevant
financial and other records, pertinent corporate documents and properties of the
Company and (ii) cause the Company’s officers, directors, employees,
accountants and auditors to supply all relevant information reasonably requested
by the Holders of the Securities or any such underwriter, attorney, accountant
or agent in connection with the Shelf Registration Statement, in each case, as
shall be reasonably necessary to enable such persons to conduct a reasonable
investigation within the meaning of Section 11 of the Securities Act; provided,
however, that the foregoing inspection and information gathering shall be
coordinated on behalf of the Initial Purchasers by Credit Suisse and on behalf
of the other parties, by one counsel designated by and on behalf of such other
parties as described in Section 4 hereof; provided further, however, that the
conduct of the foregoing inspection and information gathering shall be subject
to the execution by all persons party to such inspection and information
gathering of a reasonable confidentiality undertaking in customary form with
respect to confidential and proprietary information of the Company.

       

      (q) In the
case of any Shelf Registration, the Company, if requested by any Holder of
Securities covered thereby, shall cause (i) its counsel (who may be an
employee of the Company) to deliver an opinion and updates thereof relating to
the Securities in customary form addressed to such Holders and the managing
underwriters, if any, thereof and dated, in the case of the initial opinion, the
effective date of such Shelf Registration Statement (it being agreed that the
matters to be covered by such opinion

       


      
        
           


        

        
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      shall
include, without limitation, the due incorporation and good standing of the
Company and its domestic subsidiaries; the qualification of the Company and its
subsidiaries to transact business as foreign corporations; the due
authorization, execution and delivery of the relevant agreement of the type
referred to in Section 3(o) hereof; the due authorization, execution,
authentication and issuance, and the validity and enforceability, of the
applicable Securities; the absence of material legal or governmental proceedings
involving the Company and its domestic subsidiaries; the absence of governmental
approvals required to be obtained in connection with the Shelf Registration
Statement, the offering and sale of the applicable Securities, or any agreement
of the type referred to in Section 3(o) hereof (other than as required by any
state securities or “Blue Sky” laws of the federal securities laws of the United
States); the compliance in all material respects as to form of such Shelf
Registration Statement and any documents incorporated by reference therein and
of the Indenture with the requirements of the Securities Act and the Trust
Indenture Act, respectively; and, (A) as of the date of the opinion and as of
the effective date of the Shelf Registration Statement or most recent
post-effective amendment thereto, as the case may be, the absence from such
Shelf Registration Statement and the prospectus included therein, as then
amended or supplemented, and from any documents incorporated by reference
therein and (B) with respect to underwritten offerings, as of an applicable time
identified by such Holders or managing underwriters, the absence from such
prospectus taken together with any other documents identified by such Holders or
managing underwriters, in the case of (A) and (B), of an untrue statement of a
material fact or the omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (in
the case of any such documents, in the light of the circumstances existing at
the time that such documents were filed with the Commission under the Exchange
Act); (ii) its officers to execute and deliver all customary documents and
certificates and updates thereof requested by any underwriters of the applicable
Securities and (iii) its independent registered public accounting firm and
the independent registered public accounting firm with respect to any other
entity for which financial information is provided in the Shelf Registration
Statement to provide to the selling Holders of the applicable Securities and any
underwriter therefor a comfort letter in customary form and covering matters of
the type customarily covered in comfort letters in connection with primary
underwritten offerings, subject to receipt of appropriate documentation as
contemplated, and only if permitted, by Statement of Auditing Standards No. 72
and any other applicable pronouncements.

       

      (r) If a
Registered Exchange Offer or a Private Exchange is to be consummated, upon
delivery of the Initial Securities by Holders to the Company (or to such other
Person as directed by the Company) in exchange for the Exchange Securities or
the Private Exchange Securities, as the case may be, the Company shall mark, or
cause to be marked, on the Initial Securities so exchanged that such Initial
Securities are being canceled in exchange for the Exchange Securities or the
Private Exchange Securities, as the case may be; in no event shall the Initial
Securities be marked as paid or otherwise satisfied.

       

      (s) If so
requested by Holders of a majority in aggregate principal amount of Securities
covered by a Registration Statement, or by the managing underwriters, if any,
the Company and the Guarantors will use their commercially reasonable efforts to
(a) if the Initial Securities have been rated prior to the initial sale of such
Initial Securities, confirm such ratings will apply to the Securities covered by
such Registration Statement, or (b) if the Initial Securities were not
previously rated, cause the Securities covered by such Registration Statement to
be rated with the appropriate rating agencies.

       


      
        
           


        

        
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         In the event
that any broker-dealer registered under the Exchange Act shall underwrite any
Securities or participate as a member of an underwriting syndicate or selling
group or “assist in the distribution” (within the meaning of the Conduct Rules
(the “Rules”) of the Financial Industry Regulatory Authority, Inc. (“FINRA”))
thereof, whether as a Holder of such Securities or as an underwriter, a
placement or sales agent or a broker or dealer in respect thereof, or otherwise,
the Company and the Guarantors will assist such broker-dealer in complying with
the requirements of such Rules, including, without limitation, by (i) if such
Rules, including Rule 2720, shall so require, engaging a “qualified
independent underwriter” (as defined in Rule 2720) to participate in the
preparation of the Registration Statement relating to such Securities, to
exercise usual standards of due diligence in respect thereto and, if any portion
of the offering contemplated by such Registration Statement is an underwritten
offering or is made through a placement or sales agent, to recommend the yield
of such Securities, (ii) indemnifying any such qualified independent underwriter
to the extent of the indemnification of underwriters provided in Section 5
hereof and (iii) providing such information to such broker-dealer as may be
required in order for such broker-dealer to comply with the requirements of the
Rules.

        (u)  The
Company and the Guarantors shall use their commercially reasonable efforts to
take all other steps necessary to effect the registration of the Securities
covered by a Registration Statement contemplated
hereby.

        (v)  Each
Holder and each Participating Broker-Dealer agrees by acquisition of Initial
Securities or Exchange Securities that, upon the Company providing notice to
such Holder or Participating Broker-Dealer, as the case may be, (x) of the
happening of any event of the kind described in paragraphs (ii) through (v) of
Section 3(b) hereof, or (y) that the Board of Directors of the Company has
resolved that the Company has a bona fide business purpose
for doing so, then, upon providing such notice (which shall refer to this
Section 3(v)), the Company may delay the filing or the effectiveness of the
Exchange Offer Registration Statement or the Shelf Registration Statement (if
not then filed or effective, as applicable) and shall not be required to
maintain the effectiveness thereof or amend or supplement the Exchange Offer
Registration Statement or the Shelf Registration Statement Statement, in all
cases, for a period (a “Delay Period”) expiring upon the earlier to occur of (i)
in the case of the immediately preceding clause (x), such Holder’s or
Participating Broker-Dealer’s receipt of the copies of the supplemented or
amended prospectus contemplated by Section 3(g) hereof or until it is advised in
writing by the Company that the use of the applicable prospectus may be resumed,
and has received copies of any amendments or supplements thereto or (ii) in the
case of the immediately preceding clause (y), the date which is the earlier of
(A) the date on which such business purpose ceases to interfere with the
Company’s and the Guarantors’ obligations to file or maintain the effectiveness
of any such Registration Statement 

      


      
        
           


        

        
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        (w) pursuant
to this Agreement or (B) 60 days after the Company notifies the Holders of such
good faith determination. There shall not be more than 60 days of Delay Periods
during any 12-month period. The period of effectiveness of the Shelf
Registration Statement provided for in Section 2(b) above and the Exchange Offer
Registration Statement provided for in Section 1 above shall each be extended by
a number of days equal to the number of days during any Delay Period. Any Delay
Period will not alter the obligations of the Company or the Guarantors to pay
Additional Interest under the circumstances set forth in Section 6
hereof.

         

        4. Registration
Expenses.

         

        (a) All
expenses incident to the Company’s and the Guarantors’ performance of and
compliance with this Agreement will be borne by the Company and the Guarantors,
regardless of whether a Registration Statement is ever filed or becomes
effective, including without limitation;

         

        (i) all
registration and filing fees and expenses;

         

        (ii) all fees
and expenses of compliance with federal securities and state “blue sky” or
securities laws;

         

        (iii) all
expenses of printing (including printing certificates for the Securities to be
issued in the Registered Exchange Offer and the Private Exchange and printing of
Prospectuses), messenger and delivery services and telephone;

         

        (iv) all fees
and disbursements of counsel for the Company and the Guarantors;

         

        (v) all
application and filing fees in connection with listing the Exchange Securities
on a national securities exchange or automated quotation system pursuant to the
requirements hereof; and

         

        (vi) all fees
and disbursements of the independent registered public accounting firm of the
Company (including the expenses of any special audit and comfort letters
required by or incident to such performance).

         

        The
Company and the Guarantors will bear their internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), the expenses of any annual audit and the fees and
expenses of any person, including special experts, retained by the Company and
the Guarantors.

         

        (b) In the
event that a Shelf Registration Statement is required by this Agreement, the
Company and the Guarantors shall bear or reimburse the Holders of the Securities
covered thereby for the reasonable fees and disbursements of not more than one
firm of counsel, who shall be Cravath, Swaine & Moore LLP unless another
firm shall be chosen by the Holders of a majority in principal amount of the
Initial Securities covered thereby to act as counsel for the Holders of the
Initial Securities in connection therewith.

         

      


      
        
           


        

        
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      5. Indemnification.

       

      (a) The
Company and the Guarantors, jointly and severally, agree to indemnify and hold
harmless each Holder of the Securities, any Participating Broker-Dealer and each
person, if any, who controls such Holder or such Participating Broker-Dealer
within the meaning of the Securities Act or the Exchange Act (each Holder, any
Participating Broker-Dealer and such controlling persons are referred to
collectively as the “Indemnified Parties”) from and against any
losses, claims, damages or liabilities, joint or several, or any actions in
respect thereof (including, but not limited to, any losses, claims, damages,
liabilities or actions relating to purchases and sales of the Securities) to
which each Indemnified Party may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages, liabilities
or actions arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact contained in a Registration Statement or prospectus
or in any amendment or supplement thereto or in any preliminary prospectus or
issuer free writing prospectus, as defined in Commission Rule 433 (“Issuer FWP”), relating to a
Shelf Registration, or arise out of, or are based upon, the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and shall reimburse, as
incurred, the Indemnified Parties for any legal or other expenses reasonably
incurred by them in connection with investigating or defending any such loss,
claim, damage, liability or action in respect thereof; provided, however, that
with respect to any untrue statement or omission or alleged untrue statement or
omission made in any preliminary prospectus relating to a Shelf Registration
Statement, the indemnity agreement contained in this subsection (a) shall not
inure to the benefit of any Holder or Participating Broker-Dealer from whom the
person asserting any such losses, claims, damages or liabilities purchased the
Securities concerned, to the extent that a prospectus or amendment or supplement
thereto relating to such Securities was required to be delivered (including
through satisfaction of the conditions of Commission Rule 172) by such Holder or
Participating Broker-Dealer under the Securities Act in connection with such
purchase and any such loss, claim, damage or liability of such Holder or
Participating Broker-Dealer results from the fact that there was not sent or
given to such person, at or prior to the time of the of the sale of such
Securities to such person, an amended or supplemented prospectus or, if
permitted by Section 3(d), an Issuer FWP correcting such untrue statement or
omission or alleged untrue statement or omission if the Company had previously
furnished copies thereof to such Holder or Participating Broker-Dealer; provided
further, however, that this indemnity agreement will be in addition to any
liability which the Company and the Guarantors may otherwise have to such
Indemnified Party.  The Company and the Guarantors shall also
indemnify underwriters in connection with any Shelf Registration, their officers
and directors and each person who controls such underwriters within the meaning
of the Securities Act or the Exchange Act to the same extent as provided above
with respect to the indemnification of the Holders of the Securities if
requested by such Holders.

       


      
        
           


        

        
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      (b) Each
Holder of the Securities and each Participating Broker-Dealer, severally and not
jointly, will indemnify and hold harmless the Company, the Guarantors and each
person, if any, who controls the Company or the Guarantors, as the case may be,
within the meaning of the Securities Act or the Exchange Act from and against
any losses, claims, damages or liabilities or any actions in respect thereof, to
which the Company, the Guarantors or any such controlling person may become
subject under the Securities Act, the Exchange Act or otherwise, insofar as such
losses, claims, damages, liabilities or actions arise out of or are based upon
any untrue statement or alleged untrue statement of a material fact contained in
a Registration Statement or prospectus or in any amendment or supplement thereto
or in any preliminary prospectus or Issuer FWP relating to a Shelf Registration,
or arise out of or are based upon the omission or alleged omission to state
therein a material fact necessary to make the statements therein not misleading,
but in each case only to the extent that the untrue statement or omission or
alleged untrue statement or omission was made in reliance upon and in conformity
with written information pertaining to such Holder or Participating
Broker-Dealer and furnished to the Company by or on behalf of such Holder or
Participating Broker-Dealer specifically for inclusion therein; and, subject to
the limitation set forth immediately preceding this clause, shall reimburse, as
incurred, the Company or the Guarantors, as the case may be, for any legal or
other expenses reasonably incurred by the Company, the Guarantors or any such
controlling person in connection with investigating or defending any loss,
claim, damage, liability or action in respect thereof.  This indemnity
agreement will be in addition to any liability which such Holder may otherwise
have to the Company, the Guarantors or any of their controlling
persons.

       

      (c) Promptly
after receipt by an indemnified party under this Section 5 of notice of the
commencement of any action or proceeding (including a governmental
investigation), such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 5, notify the
indemnifying party of the commencement thereof; but the omission so to notify
the indemnifying party (i) will not relieve it from any liability under
subsection (a) or (b) above unless and to the extent it did not otherwise learn
of such action and such failure results in the forfeiture by the Indemnifying
Party of substantial rights and defenses and (ii) will not, in any event,
relieve the indemnifying party from any obligations to any indemnified party
other than the indemnification obligation provided in paragraph (a) or (b)
above.  In case any such action is brought against any indemnified
party, and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein and, to the extent
that it may wish, jointly with any other indemnifying party similarly notified,
to assume the defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the indemnified
party, be counsel to the indemnifying party), and after notice from the
indemnifying party to such indemnified party of its election so to assume the
defense thereof the indemnifying party will not be liable to such indemnified
party under this Section 5 for any legal or other expenses, other than
reasonable costs of investigation, subsequently incurred by such indemnified
party in connection with the defense thereof.  No indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement of any

       


      
        
           


        

        
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      pending
or threatened action in respect of which any indemnified party is or could have
been a party and indemnity could have been sought hereunder by such indemnified
party unless such settlement (i) includes an unconditional release of such
indemnified party from all liability on any claims that are the subject matter
of such action, and (ii) does not include a statement as to or an admission of
fault, culpability or a failure to act by or on behalf of any indemnified party;
provided that, if the Company is the indemnified party, no indemnifying party
shall, without the prior consent of the Company, effect any settlement of any
pending action or threatened action.

       

      (d) If the
indemnification provided for in this Section 5 is unavailable or insufficient to
hold harmless an indemnified party under subsections (a) or (b) above, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of the losses, claims, damages or liabilities (or
actions in respect thereof) referred to in subsection (a) or (b) above (i)
in such proportion as is appropriate to reflect the relative benefits received
by the indemnifying party or parties on the one hand and the indemnified party
on the other from the exchange of the Securities pursuant to the Registered
Exchange Offer, or (ii) if the allocation provided by the foregoing clause (i)
is not permitted by applicable law, in such proportion as is appropriate to
reflect not only the relative benefits referred to in clause (i) above but also
the relative fault of the indemnifying party or parties on the one hand and the
indemnified party on the other in connection with the statements or omissions
that resulted in such losses, claims, damages or liabilities (or actions in
respect thereof) as well as any other relevant equitable
considerations.  The relative fault of the parties shall be determined
by reference to, among other things, whether the untrue or alleged untrue
statement of a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company and the Guarantors
on the one hand or such Holder or such other indemnified party, as the case may
be, on the other, and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.  The amount paid by an indemnified party as a result of the
losses, claims, damages or liabilities referred to in the first sentence of this
subsection (d) shall be deemed to include any legal or other expenses reasonably
incurred by such indemnified party in connection with investigating or defending
any action or claim which is the subject of this subsection
(d).  Notwithstanding any other provision of this Section 5(d), the
Holders of the Securities shall not be required to contribute any amount in
excess of the amount by which the net proceeds received by such Holders from the
sale of the Securities pursuant to a Registration Statement exceeds the amount
of damages which such Holders have otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged
omission.  No person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.  For purposes of this paragraph (d), each person,
if any, who controls such indemnified party within the meaning of the Securities
Act or the Exchange Act shall have the same rights to contribution as such
indemnified party and each person, if any, who controls the Company or the
Guarantors within the meaning of the Securities Act or the Exchange Act shall
have the same rights to contribution as the Company or the Guarantors, as the
case may be.

       


      
        
           


        

        
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      (e) The
agreements contained in this Section 5 shall survive the sale of the Securities
pursuant to a Registration Statement and shall remain in full force and effect,
regardless of any termination or cancellation of this Agreement or any
investigation made by or on behalf of any indemnified party.

       

      6. Additional Interest Under Certain Circumstances.

       

      (a) Additional
interest (the “Additional
Interest”) with respect to the Transfer Restricted Securities shall be
assessed as follows if any of the following events occur (each such event in
clauses (i) through (iv) below being herein called a “Registration
Default”):

       

      (i) any
Registration Statement required by this Agreement is not filed with the
Commission on or prior to the applicable Filing Deadline;

       

      (ii) any
Registration Statement required by this Agreement is not declared effective by
the Commission on or prior to the applicable Effectiveness
Deadline;

       

      (iii) the
Registered Exchange Offer has not been consummated on or prior to the
Consummation Deadline; or

       

      (iv) any
Registration Statement required by this Agreement has been declared effective by
the Commission but (A) such Registration Statement thereafter ceases to be
effective during the period specified in Section 1 and Section 2(b) of this
Agreement, except, in the case of the Exchange Offer Registration Statement,
following the consummation of the Exchange Offer with respect to all Securities
tendered in connection therewith prior to the expiration of the Exchange Offer
or (B) such Registration Statement or the related prospectus ceases to be usable
in connection with resales of Transfer Restricted Securities during the periods
specified herein because either (1) any event occurs as a result of which the
related prospectus forming part of such Registration Statement would include any
untrue statement of a material fact or omit to state any material fact necessary
to make the statements therein in the light of the circumstances under which
they were made not misleading, (2) it shall be necessary to amend such
Registration Statement or supplement the related prospectus, to comply with the
Securities Act or the Exchange Act or the respective rules thereunder, or
(3) such Registration Statement is a Shelf Registration Statement that has
expired before a replacement Shelf Registration Statement has become effective
causing an interruption in the ability of Holders of Securities covered by the
expiring Shelf Registration Statement to make registered dispositions during a
time when the Company remains under an obligation to keep a Shelf Registration
Statement effective pursuant to this agreement.

       

      Additional
Interest shall accrue on the Transfer Restricted Securities over and above the
interest set forth in the title of the Transfer Restricted Securities, from and
including the date on which any such Registration Default shall occur to but
excluding the date on

       


      
        
           


        

        
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      which all
such Registration Defaults have been cured, at a rate of 0.25% per annum (the
“Additional Interest
Rate”) for the first 90-day period immediately following the occurrence
of such Registration Default.  The Additional Interest Rate shall
increase by an additional 0.25% per annum with respect to each subsequent 90-day
period until all Registration Defaults have been cured, up to a maximum
Additional Interest Rate of 1.0% per annum; provided that the Company shall in
no event be required to pay Additional Interest for more than one Registration
Default at any given time.

       

      (b) A
Registration Default referred to in Section 6(a)(iv) hereof shall be deemed not
to have occurred and be continuing in relation to a Shelf Registration Statement
or the related prospectus if (i) such Registration Default has occurred solely
as a result of (x) the filing of a post-effective amendment to such Shelf
Registration Statement to incorporate annual audited financial information with
respect to the Company where such post-effective amendment is not yet effective
and needs to be declared effective to permit Holders to use the related
prospectus or (y) other material events, with respect to the Company that would
need to be described in such Shelf Registration Statement or the related
prospectus and (ii) in the case of clause (y), the Company is proceeding
promptly and in good faith to amend or supplement such Shelf Registration
Statement and related prospectus to describe such events; provided, however,
that in any case if such Registration Default occurs for a continuous period in
excess of 45 days, Additional Interest shall be payable in accordance with the
above paragraph from the day such Registration Default occurs until such
Registration Default is cured.

       

      (c) Any
amounts of Additional Interest due pursuant to Section 6(a) above will be
payable in cash on the regular interest payment dates with respect to the
Transfer Restricted Securities.  The amount of Additional Interest
will be determined by multiplying the applicable Additional Interest Rate by the
principal amount of the Transfer Restricted Securities and further multiplied by
a fraction, the numerator of which is the number of days such Additional
Interest Rate was applicable during such period (determined on the basis of a
360-day year comprising twelve 30-day months), and the denominator of which is
360.

       

      (d) “Transfer Restricted
Securities” means each Security until (i) the date on which such Security
has been exchanged by a person other than a broker-dealer for a freely
transferable Exchange Security in the Registered Exchange Offer, (ii) following
the exchange by a broker-dealer in the Registered Exchange Offer of an Initial
Security for an Exchange Note, the date on which such Exchange Note is sold to a
purchaser who receives from such broker-dealer on or prior to the date of such
sale a copy of the prospectus contained in the Exchange Offer Registration
Statement, (iii) the date on which such Security has been effectively registered
under the Securities Act and disposed of in accordance with the Shelf
Registration Statement or (iv) the date on which such Security is distributed to
the public pursuant to Rule 144 under the Securities Act or is saleable pursuant
to Rule 144(d) under the Securities Act.

       

      7. Rules 144 and
144A.  The Company and the Guarantors shall use their
reasonable efforts to file the reports required to be filed by it under the
Securities Act and the Exchange Act in a timely manner and, if at any time
Holdings is not required to file such reports, the Company

       


      
        
           


        

        
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      and the
Guarantors will, upon the request of any Holder of Securities that are
“restricted securities” within the meaning of Rule 144 and are not saleable
pursuant to Rule 144(d), make publicly available other information so long
as necessary to permit sales of their Securities pursuant to Rules 144 and
144A.  The Company and the Guarantors covenant that they will take
such further action as any Holder of Securities may reasonably request, all to
the extent required from time to time to enable such Holder to sell Securities
without registration under the Securities Act within the limitation of the
exemptions provided by Rules 144 and 144A (including the requirements of
Rule 144A(d)(4)).  The Company on behalf of itself and the
Guarantors will provide a copy of this Agreement to prospective purchasers of
Initial Securities identified to the Company by the Initial Purchasers upon
request.  If the Company ceases to be a reporting company under the
Exchange Act, upon the request of any Holder of Initial Securities, the Company
shall deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding the foregoing, nothing in
this Section 7 shall be deemed to require the Company and the Guarantors to
register any of its securities pursuant to the Exchange Act.

       

      8. Underwritten
Registrations.  If any of the Transfer Restricted Securities
covered by any Shelf Registration are to be sold in an underwritten offering,
the investment banker or investment bankers and manager or managers that will
administer the offering (“Managing Underwriters”) will
be selected by the Holders of a majority in aggregate principal amount of such
Transfer Restricted Securities to be included in such offering, subject to
approval by the Company, which will not unreasonably be withheld or
delayed.

       

      No person
may participate in any underwritten registration hereunder unless such person
(i) agrees to sell such person’s Transfer Restricted Securities on the
basis reasonably provided in any underwriting arrangements approved by the
persons entitled hereunder to approve such arrangements and (ii) completes
and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents reasonably required under the terms of such
underwriting arrangements.

       

      9. Miscellaneous.

       

      (a) Remedies.  The
Company and the Guarantors acknowledge and agree that any failure by the Company
and the Guarantors to comply with their obligations under Section 1 and 2
hereof may result in material irreparable injury to the Initial Purchasers or
the Holders for which there is no adequate remedy at law, that it will not be
possible to measure damages for such injuries precisely and that, in the event
of any such failure, the Initial Purchasers or any Holder may obtain such relief
as may be required to specifically enforce the Company’s and the Guarantors’
obligations under Sections 1 and 2 hereof.  The Company and the
Guarantors further agree to waive the defense in any action for specific
performance that a remedy at law would be adequate.  The Initial
Purchasers and the Holders acknowledge and agree that the Additional Interest
provided by Section 6 of this Agreement shall be the exclusive monetary remedy
available to Holders for any Registration Default.

       

      (b) No Inconsistent
Agreements.  On or after the date of this Agreement, the
Company will not enter into any agreement with respect to its securities that
is

       


      
        
           


        

        
          -20-

          
            

          

        

        
           


        

      


      inconsistent
with the rights granted to the Holders in this Agreement or otherwise conflicts
with the provisions hereof.  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company’s securities under any agreement in
effect on the date hereof.

       

      (c) Amendments and
Waivers.  The provisions of this Agreement may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, except by the Company on behalf of itself
and the Guarantors and the written consent of the Holders of a majority in
principal amount of the Transfer Restricted Securities affected by such
amendment, modification, supplement, waiver or consents.  Without the
consent of the Holder of each Security, however, no modification may change the
provisions relating to the payment of Additional Interest.

       

      (d) Notices.  All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand delivery, first-class mail, facsimile transmission, or
air courier which guarantees overnight delivery:

       

      (1)  if
to a Holder of the Securities, at the most current address given by such Holder
to the Company.

       

      (2)  if
to the Initial Purchasers:

       

      Credit
Suisse Securities (USA) LLC

      Eleven
Madison Avenue

      New York,
NY 10010-3629

      Fax
No.:  (212) 325-8278

      Attention:  IBD
Legal Group

       

      with a
copy to:

       

      Cravath,
Swaine & Moore LLP

      Worldwide
Plaza

      825
Eighth Avenue

      New York,
NY 10019-7475

      Fax
No.:  (212) 474-3700

      Attn:  William
J. Whelan, III, Esq.

       

      (3) if to
the Company, at its address as follows:

       

      Ply Gem
Industries, Inc.

      5020
Weston Parkway, Suite 400

      Cary, NC
27513

      Attn:  Gary
Robinette

       

      with a
copy to:

       


      
        
           


        

        
          -21-

          
            

          

        

        
           


        

      


      


       

      Paul,
Weiss, Rifkind, Wharton & Garrison LLP

      1285
Avenue of the Americas

      New York,
NY 10019-6064

      Fax
No.:  (212) 757-3990

      Attn:  John
C. Kennedy, Esq.

       

      All such
notices and communications shall be deemed to have been duly
given:  at the time delivered by hand, if personally delivered; three
business days after being deposited in the mail, postage prepaid, if mailed;
when receipt is acknowledged by recipient’s facsimile machine operator, if sent
by facsimile transmission; and on the day delivered, if sent by overnight air
courier guaranteeing next day delivery.

       

      (e) Third Party
Beneficiaries.  The Holders shall be third party beneficiaries
to the agreements made hereunder between the Company and the Guarantors, on the
one hand, and the Initial Purchasers, on the other hand, and shall have the
right to enforce such agreements directly to the extent they may deem such
enforcement necessary or advisable to protect their rights or the rights of
Holders hereunder.

       

      (f) Successors and
Assigns.  This Agreement shall be binding upon the Company and
its successors and assigns.

       

      (g) Counterparts.  This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.

       

      (h) Headings.  The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

       

      (i) Governing
Law.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES
OF CONFLICTS OF LAWS.

       

      (j) Severability.  If
any one or more of the provisions contained herein, or the application thereof
in any circumstance, is held invalid, illegal or unenforceable, the validity,
legality and enforceability of any such provision in every other respect and of
the remaining provisions contained herein shall not be affected or impaired
thereby.

       

      (k) Securities Held by the
Company.  Whenever the consent or approval of Holders of a
specified percentage of principal amount of Securities is required hereunder,
Securities held by the Company or its affiliates (other than subsequent Holders
of Securities if such subsequent Holders are deemed to be affiliates solely by
reason of their holdings of such Securities) shall not be counted in determining
whether such consent or approval was given by the Holders of such required
percentage

       


      
        
           


        

        
          -22-

          
            

          

        

        
           


        

      


      If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement among the several Initial
Purchasers, the Guarantors and the Company in accordance with its
terms.

       

      Very
truly yours,

       

      
        	
                PLY
      GEM INDUSTRIES, INC.

              
	
                By

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                PLY
      GEM HOLDINGS, INC.

              
	
                By

              
	 
      	 
      
	 
      	
                Name:

              
	 
      	
                Title:

              


      

      


      
        
          	 
      	
                  CWD
      WINDOWS AND DOORS, INC.

                  GREAT
      LAKES WINDOW, INC.

                  KROY
      BUILDING PRODUCTS, INC.

                  NAPCO,
      INC.

                  VARIFORM,
      INC.

                  MWM
      HOLDING, INC.

                  MW
      MANUFACTURERS INC.

                  AWC
      HOLDING COMPANY

                  ALENCO
      HOLDING CORPORATION

                  AWC
      ARIZONA, INC.

                  ALENCO
      INTERESTS, L.L.C.

                  ALENCO
      EXTRUSION MANAGEMENT, L.L.C.

                  ALENCO
      BUILDING PRODUCTS MANAGEMENT, L.L.C.

                  ALENCO
      TRANS, INC.

                  GLAZING
      INDUSTRIES MANAGEMENT, L.L.C.

                  NEW
      ALENCO EXTRUSTION, LTD.

                  NEW
      ALENCO WINDOW, LTD.

                  NEW
      GLAZING INDUSTRIES, LTD.

                  ALENCO
      EXTRUSION GA, L.L.C.

                  ALUMINUM
      SCRAP RECYCLE, L.L.C.

                  ALENCO
      WINDOW GA, L.L.C.

                  ALCOA
      HOME EXTERIORS, INC.

                  PLY
      GEM PACIFIC WINDOWS CORPORATION

                
	
                  By

                
	 
      	 
      	 
      
	 
      	
                  Name:

                	 
      
	 
      	
                  Title:

                	 
      


        



      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      The
foregoing Registration

      Rights
Agreement is hereby confirmed

      and
accepted as of the date first

      above
written.

       

      CREDIT SUISSE SECURITIES (USA)
LLC

      UBS
SECURITIES LLC

      J.P.
MORGAN SECURITIES INC.

      GOLDMAN,
SACHS & CO.

      


      .

      


       

      
        	
                 
      

              	
                By:  CREDIT
      SUISSE SECURITIES (USA) LLC

              


      

       

      By:
_____________________________________

      


      Name:

      Title:

       

      


      By:  UBS
SECURITIES LLC

      


      
        
          By:
_____________________________________

          


          Name:

          Title:

           

           

        

      

      
        By:
_____________________________________

        


        Name:

        Title:

      

      
 

      
        	
                 
      

              	
                as
      Representatives of the several Initial
  Purchasers.

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
A

       

      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of those Exchange Securities.  The Letter
of Transmittal states that by so acknowledging and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within the
meaning of the Securities Act.  This prospectus, as it may be amended
or supplemented from time to time, may be used by a broker-dealer in connection
with resales of Exchange Securities received in exchange for Initial Securities
where those Initial Securities were acquired by that broker-dealer as a result
of market-making activities or other trading activities.  The Company
has agreed that, for a period of 180 days after the Expiration Date (as defined
herein), it will make this prospectus available to any broker-dealer for use in
connection with any such resale.  See “Plan of
Distribution.”

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
B

       

      Each
broker-dealer that receives Exchange Securities for its own account in exchange
for Initial Securities, where such Initial Securities were acquired by such
broker-dealer as a result of market-making activities or other trading
activities, must acknowledge that it will deliver a prospectus in connection
with any resale of such Exchange Securities.  See “Plan of
Distribution.”

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      ANNEX
C

       

      PLAN OF
DISTRIBUTION

       

      Each
broker-dealer that receives Exchange Securities for its own account pursuant to
the Exchange Offer must acknowledge that it will deliver a prospectus in
connection with any resale of such Exchange Securities.  This
Prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of Exchange Securities received in
exchange for Initial Securities where such Initial Securities were acquired as a
result of market-making activities or other trading activities.  The
Company has agreed that, for a period of 180 days after the Expiration Date, it
will make this prospectus, as amended or supplemented, available to any
broker-dealer for use in connection with any such resale.  In
addition,
until                   ,
200  ,  all dealers effecting transactions in the Exchange
Securities may be required to deliver a prospectus.

       

      The
Company will not receive any proceeds from any sale of Exchange Securities by
broker-dealers.  The Exchange Securities received by broker-dealers
for their own account pursuant to the Exchange Offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the Exchange Securities or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made directly to purchasers or to or
through brokers or dealers who may receive compensation in the form of
commissions or concessions from any such broker-dealer or the purchasers of any
such Exchange Securities.  Any broker-dealer that resells Exchange
Securities that were received by it for its own account pursuant to the Exchange
Offer and any broker or dealer that participates in a distribution of such
Exchange Securities may be deemed to be an “underwriter” within the meaning of
the Securities Act and any profit on any such resale of Exchange Securities and
any commission or concessions received by any such persons may be deemed to be
underwriting compensation under the Securities Act.  The Letter of
Transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
“underwriter” within the meaning of the Securities Act.

       

      For a
period of 180 days after the Expiration Date, the Company will promptly send
additional copies of this Prospectus and any amendment or supplement to this
Prospectus to any broker-dealer that requests such documents in the Letter of
Transmittal.  The Company has agreed to pay all expenses incident to
the Exchange Offer (including the expenses of one counsel for the Holders of the
Securities) other than commissions or concessions of any brokers or dealers and
will indemnify the Holders of the Securities (including any broker-dealers)
against certain liabilities, including liabilities under the Securities
Act.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
         ̈           CHECK
HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.

         

      

       

      Name:                                __________________________________

      Address:                      __________________________________

       

      If the
undersigned is not a broker-dealer, the undersigned represents that it is not
engaged in, and does not intend to engage in, a distribution of Exchange
Securities.  If the undersigned is a broker-dealer that will receive
Exchange Securities for its own account in exchange for Initial Securities that
were acquired as a result of market-making activities or other trading
activities, it acknowledges that it will deliver a prospectus in connection with
any resale of such Exchange Securities; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an “underwriter” within the meaning of the Securities Act.